Washington, D.C. Location
MUSIC VIDEO LICENSE AGREEMENT
This AGREEMENT is entered into this ____ day of _________ 199__, by and between Multimedia Intellectual Property Co. (“Multimedia Intellectual Property Co.”) and the artist identified in Appendix A (“ARTIST”).
WHEREAS, Artist controls the rights to a music video as identified in Appendix A (“VIDEO”), including all copyrights to the musical composition, lyrics, performance, and sound recording, the right of publicity of the performers, and the trademark to the performer’s name;
WHEREAS, Multimedia Intellectual Property Co. is a multimedia development company, which intends to incorporate the VIDEO into an interactive multimedia work (“PRODUCT”); and
WHEREAS, ARTIST is interested in having the VIDEO incorporated into the PRODUCT;
NOW, THEREFORE, in consideration of the premises, conditions, covenants and warranties herein contained, the parties agree as follows:
A. Rights Granted
ARTIST hereby grants to Multimedia Intellectual Property Co., its successors and assigns, subject to the payment of the sum and inclusion of promotional materials as set forth in Section D, a non-exclusive, perpetual (except as provided in Section F) right and license throughout the Universe (“Territory”) to:
1. incorporate the VIDEO into the PRODUCT and to reproduce, distribute, import and sell said PRODUCT on any optical media, or electronically, throughout the Territory;
2. record in each country of the Territory the SONG, the ARTIST’s rendition of the SONG and the lyrics to the SONG only in synchronism or time relation with the VIDEO, and to reproduce, distribute, import and sell said PRODUCT on CD-ROM, or electronically, throughout the Territory;
3. port the PRODUCT onto any CD-ROM platform now existing or later developed during the term if this agreement and exercise the rights granted in paragraphs 1 and 2 above in connection with the ported version of the PRODUCT;
4. publicly perform and authorize others to perform the PRODUCT (and the SONG, ARTIST’s rendition, lyrics and VIDEO contained therein) for information purposes and for advertising, promotion and publicity in connection with the PRODUCT; and
5. use the name, sobriquet, biography, photograph or likeness of the ARTIST and recorded voice at no additional costs for information purposes and for advertising, promotion and publicity in connection with the PRODUCT, but not as an endorsement of any product or service.
B. ARTIST’s Rights and Obligations
1. ARTIST warrants and represents that he owns all right, title and interest in and to the SONGS, including, but not limited to, all copyrights and music publishing rights.
2. ARTIST agrees to provide the VIDEO and any promotional materials on Beta SP, 3/4 tape or better on or before the Due Date set forth on Appendix A.
3. ARTIST reserves unto himself all rights of every kind and nature except those specifically granted to Multimedia Intellectual Property Co. herein; provided, that ARTIST shall not grant any rights to use the SONGS, or any portion thereof, in any other interactive multimedia work without Multimedia Intellectual Property Co.’s written consent, for a period of one (1) year from the Publication Date.
C. Multimedia Intellectual Property Co.’s Rights and Obligations
1. Multimedia Intellectual Property Co. shall be solely responsible for providing all funding and technical expertise for the recording and synchronization of the VIDEO with the PRODUCT.
2. Multimedia Intellectual Property Co. shall be the sole owner of the PRODUCT and all proprietary rights in and to the PRODUCT; except, such ownership shall not include ownership of the copyrights and/or publishing rights in and to the VIDEO or SONG or any other rights to the SONG not specifically granted in Section A above.
3. Multimedia Intellectual Property Co. shall identify ARTIST as performer of the SONG on the packaging of the PRODUCT.
1. Multimedia Intellectual Property Co. shall pay to ARTIST a one-time payment of $ _____ for each VIDEO used by Multimedia Intellectual Property Co. as a full buyout for the rights granted in Section A above. No additional sums of any kind or amount shall be due to ARTIST.
E. Warranty and Indemnification
1. ARTIST warrants and represents that he/she has the full right, power and authority to enter into this Agreement and to grant the rights granted herein; that he/she has not previously licensed the interactive multimedia rights to the VIDEO to any third party; and that Multimedia Intellectual Property Co.’s inclusion and use of the SONG in the PRODUCT will not violate any rights of any kind or nature whatsoever of any third party. ARTIST shall indemnify and hold harmless Multimedia Intellectual Property Co., its successors, assigns and licensees, and the respective officers, directors, agents and employees, from and against any and all claims, damages, liabilities, costs and expenses (including reasonable attorneys’ fees), arising out of or in any way connected with any breach of any representation or warranty made by ARTIST herein.
2. Multimedia Intellectual Property Co. shall indemnify and hold harmless ARTIST, his successors and assigns from and against any and all claims, damages, liabilities, costs and expenses (including reasonable attorneys’ fees), arising out of or in any way connected with any claim that the PRODUCT infringes any intellectual property rights or other rights of any third party, except to the extent such claim arises from a breach by ARTIST of Section E.1 above.
F. Term and Termination
1. This Agreement shall be subject to termination at the election of either party, by written notice to the other party, where there has been a default in the due observance or performance of any material covenant, condition or agreement herein by the other party, and such default has continued for a period of thirty (30) days after written notice specifying the same shall have been given.
2. Upon termination or expiration of this Agreement, Multimedia Intellectual Property Co. shall remove the VIDEO from the PRODUCT as soon as it is commercially feasible. Notwithstanding the foregoing, Multimedia Intellectual Property Co. shall have the right to fill existing orders and to sell off existing copies of PRODUCT containing the VIDEO then in stock, provided, the sell-off period shall not exceed six (6) months from the date of termination. ARTIST shall have the right to verify the existence and validity of the existing orders and existing copies of the PRODUCT then in stock upon reasonable notice to Multimedia Intellectual Property Co.. Notwithstanding the foregoing, Multimedia Intellectual Property Co. shall have the right to remove and/or replace the VIDEO with other videos and continue reproducing, distributing and selling the PRODUCT without the VIDEO.
G. General Provisions
1. Successors/Assigns. This Agreement is binding upon and shall inure to the benefit of the respective successors and/or assigns of the parties hereto.
2. Integration. This Agreement sets forth the entire agreement between the parties with respect to the subject matter hereof, and may not be modified or amended except by written agreement executed by the parties hereto.
3. Governing law; Forum. This Agreement shall be governed by the laws of the State of Anystate, applicable to agreements made and to be wholly performed therein. Any controversy arising under this Agreement, if litigated, shall be adjudicated in a court of competent jurisdiction within the County of Anycounty, State of Anystate.
4. Notice. The address of each party hereto as set forth below and in Appendix A shall be the appropriate address for the mailing of notices, checks and statements, if any, hereunder. All notices shall be sent certified or registered mail and shall not be deemed received or effective unless and until actually received. Either party may change its mailing address by written notice to the other.
IN WITNESS WHEREOF, the parties have caused this License Agreement to be executed the day and year set forth above.
ARTIST (as identified in Appendix A)
Multimedia Intellectual Property Co., 123 Main Street, Anytown, Anystate 12345
Artist: [Name, Address, Telephone, Fax]
Music Video: [Title, Group or Performer]
Due Date: ________________